Form 8-K

8-K — Premier Air Charter Holdings Inc.

Accession: 0001683168-26-007816

Filed: 2026-10-13

Period: 2026-10-06

CIK: 0001570937

SIC: 3841 (SURGICAL & MEDICAL INSTRUMENTS & APPARATUS)

Item: Termination of a Material Definitive Agreement

Item: Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement

Item: Cost Associated with Exit or Disposal Activities

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Documents

8-K — prem_8k.htm (Primary)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — CURRENT REPORT

8-K (Primary)

Filename: prem_8k.htm · Sequence: 1

Altair International Corp. 8-K

false

0001570937

2026-10-06

iso4217:USD

xbrli:shares

iso4217:USD

xbrli:shares

UNITED STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section

13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date

of earliest event reported): October

6, 2026

PREMIER

AIR CHARTER HOLDINGS INC.

(Exact name of registrant as specified in its

charter)

Nevada

000-56312

99-0385465

(State or other jurisdiction of

incorporation or organization)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

2006

Palomar Airport Road, Suite 210, Carlsbad, California 92011

(Address of

principal executive offices) (Zip Code)

858-239-0788

(Registrant’s

telephone number, including area code)

Not Applicable

(Former name or former address, if changed since

last report)

Check the appropriate

box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following

provisions (see General Instructions A.2. below):

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered

pursuant to Section 12(b) of the Act: None

Indicate by check

mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this

chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging

growth company ☐

If an emerging company,

indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial

accountant standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.02. Termination of a Material Definitive Agreement.

As previously disclosed in the Annual Report on

Form 10-K of Premier Air Charter Holdings Inc. (the “Company”) for the fiscal year ended December 31, 2025, the Company’s

wholly owned operating subsidiary, Premier Air Charter, Inc. (“Premier”), operated two Cessna Citation CJ3 aircraft (together,

the “CJ3 Aircraft”), under (i) an Exclusive Aircraft Lease Agreement dated December 18, 2024 between AB Jet Co I, LLC and

Premier, as amended by Amendment No. 1 to Exclusive Aircraft Lease Agreement dated June 5, 2026 (as so amended, the “N795KF Lease”),

and (ii) an Exclusive Aircraft Lease Agreement dated December 27, 2024 between AB Jet Co VI, LLC and Premier, as amended by Amendment

No. 1 to Exclusive Aircraft Lease Agreement dated June 5, 2026 (as so amended, the “N973CG Lease” and, together with the N795KF

Lease, the “CJ3 Leases”). AB Jet Co I, LLC and AB Jet Co VI, LLC are referred to together as the “Lessors.” The

CJ3 Leases provided for monthly rent, and the June 5, 2026 amendments provided for, among other things, an adjusted monthly rent, the

repayment by Premier of a principal balance of previously accrued and unpaid amounts (the “Principal Balance”) in installments

under an agreed payment schedule, a forbearance by the Lessors with respect to then-existing defaults, and a covenant by Premier to keep

the engine maintenance programs applicable to the CJ3 Aircraft current and in good standing.

On September 23, 2026, each Lessor delivered to

Premier a written notice of default under the applicable CJ3 Lease, asserting that Premier had failed to make certain required payments

of rent and of installments of the Principal Balance and had failed to keep the applicable engine maintenance programs current, and affording

Premier five business days from receipt to cure. The notices asserted that Premier owed AB Jet Co I, LLC approximately $249,416 and owed

AB Jet Co VI, LLC approximately $265,141. The notices further asserted that approximately $129,797 was owed to Williams International

and Textron Aviation under the engine and parts programs applicable to N795KF and approximately $137,044 was owed to Williams International

under the engine program applicable to N973CG. Premier did not cure the asserted defaults within the cure period.

On October 1, 2026, the Lessors terminated the

CJ3 Leases and retook possession of the CJ3 Aircraft Premier and the Lessors agreed to terminate the CJ3 Leases and Premier returned the

CJ3 Aircraft to the Lessors, and the CJ3 Aircraft were removed from Premier’s FAA Part 135 air carrier certificate effective October

1, 2026.

Termination of the CJ3 Leases does not relieve

Premier of its obligation to pay the amounts described above, and the Lessors have reserved all rights and remedies under the CJ3 Leases,

including the right to declare the entire remaining Principal Balance, together with accrued and unpaid interest, immediately due and

payable. See Item 2.04 below. Other than as described in this Item 1.02 and in Item 2.04, no early termination penalties were incurred

by the Company in connection with the termination of the CJ3 Leases. The Company is in discussions with the Lessors regarding the resolution

of the outstanding amounts, and no assurance can be given that those discussions will result in an agreement.

Item 2.04. Triggering Events That Accelerate or Increase a Direct

Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.

The information set forth in Item 1.02 of this

Current Report on Form 8-K is incorporated by reference into this Item 2.04. Under Section 5 of each of the June 5, 2026 amendments to

the CJ3 Leases, Premier’s failure to cure an amendment default or repayment default within the five business day cure period permits

the applicable Lessor, without further notice, to declare the forbearance terminated, to treat the previously existing defaults as immediately

enforceable, to declare the entire Principal Balance, together with accrued and unpaid interest, immediately due and payable, to terminate

the applicable CJ3 Lease, and to repossess the applicable aircraft.

As of the date of this report, the aggregate amount

claimed by the Lessors to be due and payable under the CJ3 Leases, including the accelerated Principal Balance, accrued interest and the

unpaid rent described in Item 1.02, is approximately $514,557, consisting of approximately $249,416 under the N795KF Lease and approximately

$265,141 under the N973CG Lease. These amounts do not include the approximately $266,842 asserted by the Lessors to be owed by Premier

to Williams International and Textron Aviation under the engine and parts programs applicable to the CJ3 Aircraft, which the Company disputes

in part. The Company had previously recorded the Principal Balance as a liability on its balance sheet. The Company’s obligations

under the CJ3 Leases are not guaranteed by the Company and are not cross-defaulted to the Company’s other aircraft leases or indebtedness.

Item 2.05. Costs Associated with Exit or Disposal Activities.

As a result of the return of the CJ3 Aircraft

and the termination of the management arrangement for the CJ2 aircraft described in Item 8.01 below, Premier no longer operates any Cessna

Citation CJ-series aircraft. On October 2, 2026, management of the Company committed to a reduction in force under which five of Premier’s

ten Citation CJ-rated pilots will be separated from employment and the remaining five will be retrained and transitioned to other aircraft

types in Premier’s fleet. The reduction in force reduces the Company’s workforce from 42 to 37 employees, or approximately

12%. The separations are expected to be completed by October 2, 2026.

The Company currently estimates that it will not

incur any material pre-tax charges of in connection with the reduction in force. The Company does not expect to record any material impairment

charges as a result of the return of the CJ3 Aircraft, because the CJ3 Aircraft were leased on a month-to-month basis and no long-lived

assets of the Company are associated with them. The estimates set forth above are preliminary and subject to change, and the actual amounts

may differ materially.

Item 5.02. Departure of Directors or Certain Officers; Election

of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b) On October 6, 2026, Vincent Monteparte notified

the Company of his resignation as Chairman of the Board of Directors of the Company (the “Board”), effective immediately.

Mr. Monteparte also resigned as a member of the Board, and from all other positions he held with the Company and its subsidiaries, effective

as of the same date. In connection with his resignation, Mr. Monteparte ceased to be an employee of the Company and his salary was discontinued,

effective October 6, 2026. Mr. Monteparte is not entitled to any severance or other payments in connection with his resignation.

Mr. Monteparte’s resignation was not the

result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

(d) On October 8, 2026, the Board appointed Kyle

McCollum as a director of the Company to fill the vacancy on the Board created by Mr. Monteparte’s resignation, and elected Mr.

McCollum as Chairman of the Board, in each case effective immediately. Mr. McCollum will serve as a director until the next annual meeting

of stockholders of the Company and until his successor is duly elected and qualified, or until his earlier death, resignation or removal.

As of the date of this report, Mr. McCollum has not been appointed to serve on any committee of the Board.

Mr. McCollum, age 43, served as Chief Financial

Officer of Dalrada Financial Corporation (OTC: DFCO), a diversified holding company with operations in clean energy, health, technology

and precision manufacturing, from May 1, 2021 until his resignation on October 31, 2025. From May 2019 to May 2020, Mr. McCollum served

as Senior Vice President of Corporate Finance and Corporate Secretary of Better Choice Company Inc. (ticker: BTTR), a publicly traded

pet health and wellness company which was subsequently acquired by SRX Global Inc. (ticker: SRXH). At Better Choice Company, he assisted

with the mergers of Bona Vida, Inc. and TruPet LLC into Better Choice Company Inc. and with its acquisition of Halo, Purely for Pets.

In 2018, Mr. McCollum helped form Bona Vida, Inc., a pet CBD company, and served as its Chief Financial Officer until its merger into

Better Choice Company Inc. in May 2019. From 2013 to 2017, Mr. McCollum was Chief Financial Officer of Das & Co., a New York-based

family office, where he was responsible for accounting, tax, audit, portfolio valuation, asset management, financial and investment reporting

and operations for Landmark Banyan Real Estate Fund, a $200 million India real estate fund, and served as Chief Operating Officer of Das

& Co.’s holding and operating subsidiaries. Earlier in his career, Mr. McCollum served as Director of Finance of 29th Street

Capital, a California-based real estate investment firm, and as Director of Finance and Corporate Compliance of Fletcher Robbe International

Attorneys at Law, an international transactional and securities law firm, where he focused on complex finance transactions, mergers and

acquisitions and securities matters, including the cross-listing of foreign-listed public companies on U.S. exchanges. Mr. McCollum holds

a Bachelor of Science degree and a Master of Accountancy degree from the University of Montana and is a licensed Certified Public Accountant.

There is no arrangement or understanding between

Mr. McCollum and any other person pursuant to which he was appointed as a director or elected as Chairman of the Board. There are no family

relationships between Mr. McCollum and any director or executive officer of the Company. Mr. McCollum has not been a party to any transaction

with the Company that would require disclosure under Item 404(a) of Regulation S-K.

Except as described below, in connection with

his appointment, the Company has not entered into any compensatory arrangement with Mr. McCollum, and no material plan, contract or arrangement

to which Mr. McCollum is a party or in which he participates was entered into or materially amended in connection with his appointment.

If the Board subsequently approves compensation for Mr. McCollum’s service as a director or Chairman of the Board, including any

equity award under the Company’s Policy on Granting Equity Awards, the Company will disclose the material terms of that arrangement

in an amendment to this Current Report on Form 8-K within four business days after the terms are determined. Mr. McCollum current has

consulting arrangement with the Company where he provides CFO advisory services.

Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking

statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act

of 1934, as amended, including statements regarding the timing and completion of the reduction in force, the estimated costs and charges

associated with it, the resolution of the amounts claimed by the Lessors, the expected effect of the fleet reduction on the Company’s

revenue and operating costs, the Company’s plans with respect to its fleet and personnel, any compensatory arrangements with Mr.

McCollum in connection with his service as a director and Chairman of the Board, and any engagement of Mr. Monteparte or the broker-dealer

with which he is associated to provide services to the Company. Forward-looking statements are based on management’s current expectations

and are subject to risks and uncertainties that could cause actual results to differ materially, including the outcome of the Company’s

discussions with the Lessors, the Company’s ability to pay the amounts claimed by the Lessors and its other obligations as they

become due, the Company’s liquidity and its ability to continue as a going concern, demand for charter services on the Company’s

remaining aircraft, and the other risks described under “Risk Factors” in the Company’s Annual Report on Form 10-K for

the year ended December 31, 2025 and its subsequent Quarterly Reports on Form 10-Q. The Company undertakes no obligation to update any

forward-looking statement, except as required by law.

SIGNATURES

Pursuant to the requirements of the Securities

Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

PREMIER AIR CHARTER HOLDINGS INC.

Date: October 13, 2026

By:

/s/ Sandra Bonar

Name:

Sandra Bonar

Title:

Chief Executive Officer

XML — IDEA: XBRL DOCUMENT

XML

Filename: R1.htm · Sequence: 6

v3.26.3

Cover

Oct. 06, 2026

Cover [Abstract]

Document Type

8-K

Amendment Flag

false

Document Period End Date

Oct. 06, 2026

Entity File Number

000-56312

Entity Registrant Name

PREMIER

AIR CHARTER HOLDINGS INC.

Entity Central Index Key

0001570937

Entity Tax Identification Number

99-0385465

Entity Incorporation, State or Country Code

Entity Address, Address Line One

2006

Palomar Airport Road

Entity Address, Address Line Two

Suite 210

Entity Address, City or Town

Carlsbad

Entity Address, State or Province

Entity Address, Postal Zip Code

92011

City Area Code

858

Local Phone Number

239-0788

Written Communications

false

Soliciting Material

false

Pre-commencement Tender Offer

false

Pre-commencement Issuer Tender Offer

false

Entity Emerging Growth Company

false

- Definition

Boolean flag that is true when the XBRL content amends previously-filed or accepted submission.

+ References

No definition available.

+ Details

Name:

dei_AmendmentFlag

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Area code of city

+ References

No definition available.

+ Details

Name:

dei_CityAreaCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Cover page.

+ References

No definition available.

+ Details

Name:

dei_CoverAbstract

Namespace Prefix:

dei_

Data Type:

xbrli:stringItemType

Balance Type:

Period Type:

duration

- Definition

For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.

+ References

No definition available.

+ Details

Name:

dei_DocumentPeriodEndDate

Namespace Prefix:

dei_

Data Type:

xbrli:dateItemType

Balance Type:

Period Type:

duration

- Definition

The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.

+ References

No definition available.

+ Details

Name:

dei_DocumentType

Namespace Prefix:

dei_

Data Type:

dei:submissionTypeItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 1 such as Attn, Building Name, Street Name

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine1

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 2 such as Street or Suite number

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine2

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the City or Town

+ References

No definition available.

+ Details

Name:

dei_EntityAddressCityOrTown

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Code for the postal or zip code

+ References

No definition available.

+ Details

Name:

dei_EntityAddressPostalZipCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the state or province.

+ References

No definition available.

+ Details

Name:

dei_EntityAddressStateOrProvince

Namespace Prefix:

dei_

Data Type:

dei:stateOrProvinceItemType

Balance Type:

Period Type:

duration

- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityCentralIndexKey

Namespace Prefix:

dei_

Data Type:

dei:centralIndexKeyItemType

Balance Type:

Period Type:

duration

- Definition

Indicate if registrant meets the emerging growth company criteria.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityEmergingGrowthCompany

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

+ References

No definition available.

+ Details

Name:

dei_EntityFileNumber

Namespace Prefix:

dei_

Data Type:

dei:fileNumberItemType

Balance Type:

Period Type:

duration

- Definition

Two-character EDGAR code representing the state or country of incorporation.

+ References

No definition available.

+ Details

Name:

dei_EntityIncorporationStateCountryCode

Namespace Prefix:

dei_

Data Type:

dei:edgarStateCountryItemType

Balance Type:

Period Type:

duration

- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityRegistrantName

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityTaxIdentificationNumber

Namespace Prefix:

dei_

Data Type:

dei:employerIdItemType

Balance Type:

Period Type:

duration

- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

Name:

dei_LocalPhoneNumber

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

Name:

dei_PreCommencementIssuerTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration